[INSERT NAME OF COOPERATIVE HERE]

[INSERT NAME OF COOPERATIVE PRODUCT HERE]* DELIVERY AGREEMENT

THIS PRODUCT DELIVERY AGREEMENT is made and entered into this ____ day of _______________, 20 _____, by and between [insert name of Cooperative here], hereinafter referred to as the COOPERATIVE, and _________________________________________________, hereinafter referred to as SHAREHOLDER

WHEREAS, [insert name of Cooperative here] is organized for the purposes of [insert purpose of Cooperative organization here]; and,

WHEREAS, [insert name of Cooperative here], in order to [insert purpose of Cooperative organization here], must ensure the availability of its product for processing on a yearly basis; and,

WHEREAS, the undersigned has purchased shares of Common Stock in the Cooperative, said purchase conditioned upon the undersigned agreeing to this Delivery Agreement, and thereby ensuring that the Cooperative has sufficient products for processing.

NOW, THEREFORE, in consideration of the above and the similar obligations of other Shareholders, the parties agree as follows:

1. Definitions

A twelve month period commencing [insert date of commencement here] of each year and ending on [ insert date of ending here] the following year.

Each processing year shall be divided into [insert number of pricing periods here] pricing periods. [Insert description of length of each pricing period here, e.g. first runs October through December, second runs January through March, etc.].

[Insert description here of how market value and/or base price of Cooperative product will be determined.]

2. Sale and Delivery of Cooperative Product.

The Shareholder hereby agrees to sell and deliver to the Cooperative, at a facility acceptable to and designated by the Cooperative, the number of products equal to the number of shares of Common Stock of the Cooperative owned by Shareholder during each processing year of this Agreement.

The first processing year of this Agreement shall commence on [insert beginning date of first processing year here].

3. Product Quality Standards.

All products to be sold and delivered by the Shareholder to the Cooperative shall be a commercially acceptable product as graded by a qualified employee and in accordance with [insert origin of standards for Cooperative product here]. If the products that are delivered to the Cooperative do not meet with the Cooperative's standards of quality, the Cooperative may:

a. Reject the product delivered by Shareholder with all costs relating to the rejection and return of said product to Shareholder charged to the Shareholder; or,

b. Accept the product with appropriate deductions and allowances made and charged against Shareholder because of the inferior grade, quality or condition of the product at delivery.

It is understood that the Cooperative will promulgate rules and regulations for grading the quality of its product and standardize the manner of handling.

Shareholder agrees to observe any such rules and regulations and accept the grading established by the Cooperative. All disputed samples will be submitted to an official testing center for grading. The official grade will then be the determining grade. In the event of a grade change in favor of the Shareholder, the Cooperative pays for the sample. If the grade is not changed, the Shareholder pays for the cost of sampling.

4. Risk of Loss.

Shareholder agrees that the risk of loss for the product to be sold and delivered to the Cooperative shall remain with the Shareholder until delivery of the product is accepted by the Cooperative.

5. Purchase Price.

The Cooperative agrees that it will pay to the Shareholder for product delivered to and accepted by the Cooperative (subject to discounts as explained above) the following:

a. The product base price within [insert number of days here] days of delivery and acceptance of the product by the Cooperative; and

b. In the event that the market value of the product delivered by the Shareholder is greater than the product base price paid to the Shareholder, the difference shall be paid to the Shareholder at the discretion of the Board.

c. The Cooperative shall also pay the Shareholder an additional fee for freight in such amounts and at such times as determined by the Cooperative. The Cooperative shall be obligated to pay a Shareholder for freight only for product actually delivered by or at the request of a Shareholder during a processing year.

d. Value added to product: At the end of each processing year, the Cooperative may make an additional payment to the Shareholder which will further compensate Shareholder for Shareholder's product, subject to the approval of the Cooperative's lenders, and provided that said payment will allow the Cooperative to maintain its operations and retain its financial integrity.

A Shareholder shall not be entitled to this payment if the Shareholder fails to deliver the requisite number of products to the Cooperative, notwithstanding the Cooperative's election to purchase substitute products in Shareholder's name as provided for hereafter.

6. Failure to Deliver Product.

In the event that Shareholder fails to deliver the requisite number of products to the Cooperative pursuant to the delivery schedule prepared for the Shareholder by the Cooperative, said failure shall be a default of this Agreement and the Cooperative shall have the following rights and remedies:

a. Act as Shareholder's agent for the purpose of obtaining the number of products stated herein in the name of Shareholder and charge to Shareholder all expenses, including, but not limited to, the price of the product, shipping, and all incidental costs in obtaining and delivering the product to the Cooperative.

b. Terminate Shareholder's membership in the Cooperative and demand that Shareholder surrender to the Cooperative all Common Stock owned by the Shareholder and pay to the Shareholder such amounts as is required by the Cooperative's Articles of Incorporation and Bylaws less the cost incurred by the Cooperative in obtaining for processing the product which Shareholder failed to deliver.

c. Obtain from a court of competent jurisdiction a mandatory injunction or decree of specific performance.

d. Such other remedies as may be provided to the Cooperative as more particularly described by the Uniform Commercial Code adopted by the State of [insert name of State here].

The rights and remedies of the Cooperative upon a default by Shareholder shall not be mutually exclusive and the decision by the Cooperative to exercise a particular right shall not preclude the Cooperative from exercising another or different right at any time in the future.

Shareholder agrees to pay all reasonable legal costs and expenses, including attorneys fees and court costs, incurred by the Cooperative in protecting its rights under this Agreement, regardless of whether judicial proceedings are involved.

7. Third Party Security Interests.

Shareholder warrants that the product to be sold and delivered to the Cooperative is free and clear of any encumbrances, security interests, or restrictions which would limit the ability of the Shareholder to sell and deliver the product to the Cooperative. If the Shareholder has previously granted to a third party, or grants to a third party in the future, a security interest in Shareholder's products, at or before the time of delivery, Shareholder shall deliver to the Cooperative a release or satisfaction of the security properly executed by the secured party.

In the event that Shareholder fails to deliver to the Cooperative such a release of security interest, the Cooperative may reject the product as delivered by the Shareholder or, in the alternative, if the Cooperative receives notice of the secured party's claim in accordance with [insert name of state here] Statutes, the Cooperative shall issue checks for the payment of said product (including all payments described in paragraph 5 of this Agreement) jointly to the Shareholder and secured party(s).

8. Articles of Incorporation and Bylaws of Cooperative.

Shareholder understands, accepts and agrees to conform to and abide by the provisions of the Articles of Incorporation and Bylaws of the Cooperative and all amendments thereto during the term of this Agreement.

9. Security Interests.

Shareholder hereby grants to the Cooperative a security interest in the shares of Common Stock in the Cooperative that the Shareholder has purchased as security for Shareholder's promise to sell and deliver product to the Cooperative.

10. Adjustment of Delivery and Number of Products.

It is understood and agreed to by the undersigned that the Cooperative may, for a variety of reasons, not have need for all or part of the products to be sold by Shareholder and delivered to the Cooperative as described above.

Accordingly, the Cooperative reserves the right to adjust delivery dates of the Shareholder, upon providing the Shareholder with reasonable notice thereof.

Further, the Cooperative shall have the option to accept a lesser portion of the Shareholder's product, or none at all, during a processing year, provided it gives written notice to Shareholder, prior to the Shareholder's delivery date, of its inability to accept part or all of the product to be sold and delivered to the Cooperative by the Shareholder, and the number of products, if any, it shall require from Shareholder and, further, that the Cooperative reduces the number of products to be delivered by other Shareholders in the same pricing period proportionately, if possible.

Upon receiving said notice, the Shareholder shall deliver to the Cooperative the number of products specified therein, and, upon acceptance of said products by the Cooperative, the Cooperative shall pay to the Shareholder the purchase price for the number of products actually delivered as computed pursuant to this Agreement.

The Cooperative may, at any time during the remainder of the processing year, demand that Shareholder deliver the products the Cooperative could not earlier accept, provided Shareholder is given reasonable notice of the demand and date of delivery.

The Cooperative's decision not to accept all or part of the product to be sold and delivered by Shareholder, during a processing year, shall not affect, in any way, Shareholder's obligation for the next processing year nor may the Cooperative demand that Shareholder deliver to the Cooperative, in any processing year, more products than the number of shares of Common Stock owned by Shareholder.

11. Use of Product.

Although the Cooperative does intend to use the product purchased from Shareholder in its processing facilities, if, for whatever reason, the Cooperative's processing facilities cannot handle all of the product purchased from Shareholders pursuant to Product Delivery Agreements, the Cooperative may market the product actually delivered by Shareholder on an open market basis and, in such an event, the proceeds from the product sold on the open market shall be added to all other proceeds of the Cooperative and allocated to its revenues.

12. Termination of Membership in Cooperative.

Upon the termination of Shareholders membership in the Cooperative, for whatever reason, this Agreement shall then terminate.

13 Assignment.

Shareholder may not assign this Agreement without the prior written consent of the Cooperative.

14. Waiver of Breach.

No waiver of a breach of any of the provisions contained in this Agreement shall be construed to be a waiver of any subsequent breach of the same or of any other provision of this Agreement.

15. Construction and Operation.

This Agreement is conditioned upon the actual construction and operation of a [insert name of operation here] by the Cooperative, accordingly, if the [insert name of operation here] is not constructed, this Agreement shall be null and void and of no consequence to either party.

16. Execution of Documents.

All parties agree to execute any and all documents necessary to implement the full terms and conditions of this Agreement.

17. Successors in Interest.

The provisions of this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties.

18. Governing laws.

This Agreement will be governed by the laws of the State of [insert name of state here] and shall be enforced only in the District Court of [insert name of county here], [insert name of state here].

19. Entire Agreement.

The foregoing constitutes the entire Agreement between the parties.

No modification of any of the terms of conditions contained herein may be made except by subsequent written document signed by both of the parties hereto.

20. Severability.

If one provision of this Agreement is held invalid, that shall not affect any other provision of this Agreement.

Dated: _______________________, 20 _____.

INDIVIDUAL SHAREHOLDERS SIGN HERE:

ORGANIZATIONS SIGN HERE:

(Print name of all individuals identified as shareholders (Print name of organization as identified in in the Subscription Agreement)

the

Subscription Agreement)

_______________________________________

_____________________________

_______________________________________

_______________________________________

_______________________________________

_______________________________________

By __________________________

(signature)

(signature)

_______________________________________

Title _______________________

(signature)

_______________________________________

(signature)

_______________________________________

(signature)

FOR COMPLETION BY COOPERATIVE ONLY

The above Delivery Agreement is accepted by [insert name of Co-op here] on this ______ day of _______________, 20 ______.

By

__________________________, Its Director

Last Revised: August 29, 2001

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